01—Abstract
Summary
Summary of the 8-K filed July 14, 2025. Cited figures are marked; the original filing is the authoritative source.
Huntington Bancshares Incorporated (Nasdaq: HBAN), a $210 billiona asset regional bank holding company headquartered in Columbus, Ohio, announced on July 14, 2025 a definitive merger agreement, dated July 13, 2025, under which Veritex Holdings, Inc. (Nasdaq: VBTX) of Dallas, Texas will merge into Huntington, with Huntington as the surviving entity.
Huntington will issue 1.95 shares for each outstanding Veritex share in an all-stock transaction. Based on Huntington's $17.39b closing price on July 11, 2025, the consideration implies $33.91 per Veritex share and an aggregate transaction value of $1.9 billion. The companies expect the deal to be modestly accretive to Huntington's earnings per share, neutral to regulatory capital at close, and slightly dilutive to tangible book value per share, with payback in approximately one year including merger expenses and CECL double count.
The combination is expected to close early in the fourth quarter of 2025, subject to regulatory approvals and customary closing conditions, including Veritex shareholder approval. Huntington also announced preliminary second-quarter 2025 results, with its full earnings release scheduled for July 18, 2025. Reported EPS was $0.34c, unchanged from the prior quarter and up over 13% from the year-ago quarter.
The quarter included a $58 milliond decrease in earnings from a securities repositioning and Notable Items that decreased earnings by $3 million, together worth $0.04 of EPS impact. Net interest income was $1.5 billion, up 3% from the prior quarter and 12% from a year earlier. Average loans and leases were $133.2 billion, and average deposits were $163.4 billion.
Net charge-offs were 0.20% of average total loans and leases. Tangible book value per share rose to $9.13, up 4% from the prior quarter and 16% from a year ago.
For investors, the filing frames the transaction as a way to accelerate Huntington's organic growth in Texas, adding Veritex's roughly $13 billion in assets, $9 billion in loans, and $11 billion in deposits as of March 31, 2025, and more than 30 branches in Dallas/Fort Worth and Houston. Huntington plans to keep Veritex's branch network, and Veritex's CEO Malcolm Holland will become non-executive Chairman of Texas.
02—Key points
Key Highlights
- Definitive all-stock merger agreement with Veritex Holdings: 1.95 Huntington shares per Veritex share, implying $33.91 per Veritex share and an aggregate transaction value of $1.9 billion based on Huntington's July 11, 2025 close of $17.39.
- Expected pro forma ownership of 93% Huntington and 7% Veritex, per the investor presentation.
- Transaction expected to be modestly accretive to EPS, neutral to regulatory capital at close, and slightly dilutive to tangible book value per share, with payback in approximately one year.
- Preliminary Q2 2025 EPS of $0.34, unchanged from Q1 2025 and up over 13% from Q2 2024; the quarter included a $58 million decrease in earnings from a securities repositioning and $3 million of Notable Items, a $0.04 EPS impact.
- Average loans and leases of $133.2 billion and average deposits of $163.4 billion; net charge-offs of 0.20% of average total loans and leases.
- Tangible book value per share of $9.13, up $0.33 from the prior quarter and $1.24 from a year ago.
- Expected closing in early Q4 2025, subject to Veritex shareholder approval and regulatory approvals; earnings release for Q2 2025 scheduled for July 18, 2025.
03—Questions
Frequently Asked Questions
What are the key terms of the Huntington-Veritex deal?
Veritex shareholders will receive 1.95 Huntington shares for each Veritex share in a 100% stock transaction. Based on Huntington's $17.39 closing price on July 11, 2025, this implies $33.91 per Veritex share and an aggregate transaction value of $1.9 billion. The filing states Huntington will be the surviving entity and Veritex will merge into it.
How is the transaction expected to affect Huntington's financials?
The companies expect the deal to be modestly accretive to earnings per share, neutral to regulatory capital at close, and slightly dilutive to tangible book value per share, with payback in approximately one year, inclusive of merger expenses and CECL double count. The investor presentation lists a price to 2026E consensus EPS of 14.3x and a price to tangible book value per share of 1.52x.
What does Veritex bring to Huntington?
As of March 31, 2025, Veritex reported approximately $13 billion in assets, $9 billion in loans, and $11 billion in deposits, with more than 30 branches across Dallas/Fort Worth and Houston. Huntington plans to maintain the branch network and invest to grow it. The pro forma Texas franchise would have about $15 billion in total loans and $13 billion in total deposits, per the presentation.
When will the transaction close, and what approvals are required?
The combination is expected to close early in the fourth quarter of 2025, subject to regulatory approvals and customary closing conditions. The filing notes the transaction must be submitted to Veritex shareholders for their consideration, and Huntington will file a Form S-4 registration statement that includes a proxy statement of Veritex and a prospectus of Huntington.
How did Huntington perform in the second quarter of 2025?
Huntington announced preliminary Q2 2025 EPS of $0.34, unchanged from the prior quarter and up over 13% from the year-ago quarter. Net interest income was $1.5 billion, up 3% from the prior quarter and 12% from a year earlier. Tangible book value per share rose to $9.13. The full earnings release is scheduled for July 18, 2025.
04—Continue